FORM 8
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT TO APPLICATION OR REPORT
Filed pursuant to Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934
National Capital Management Corporation
(Exact name of registrant as specified in its charter)
AMENDMENT NO. 1
The undersigned registrant hereby amends the following items,
financial statements, exhibits or other portions of its
Current Report on Form 8-K, dated February 12, 1996 as set
forth in the pages attached hereto:
Item 7. Financial Statements and Exhibits
Adding Arthur Andersen LLP's letter to Item
7.(c)(99)(1) which was not previously filed under
Item 7. of Form 8-K.
Adding former accountant's letter to Item
7.(c)(99)(2) which was not previously filed under
Item 7. of Form 8-K.
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this amendment to be
signed on its behalf by the undersigned hereunto duly
authorized.
NATIONAL CAPITAL
MANAGEMENT CORPORATION
(Registrant)
Date: March 1, 1996 By:
Herbert J. Jaffe
President
ARTHUR
ANDERSEN
ARTHUR ANDERSEN & CO. S.C.
February 29, 1996 Arthur Andersen LLP
1345 Avenue of the Americas
New York, NY 10105-0032
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of Form 8-K dated February 12, 1996 of
National Capital Management Corporation and are in agreement
with the statements contained in paragraphs 4.(a). We have
no basis to agree or disagree with other statements of the
registrant contained therein.
/s/ARTHUR ANDERSEN LLP
Ernst & Young LLP Suite 200 Phone 510 977 2900
1331 North California Blvd. Fax 510 977 2994
Walnut Creek
California 94596
February 16, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We refer to our previous letter dated November 29, 1995
(copy attached) which addressed the disclosure of National
Capital Management Corporation in its initial filing of Form
8-K in accordance with Regulation S-K, Item 304(a)
announcing the change in accountants.
We also have read Item 4.(a),(2),(i) and (ii) of Form 8-K
dated February 15, 1996 of National Capital Management
Corporation. We have no basis to agree or disagree with the
statements of the registrant contained in that Form 8-K
dated February 15, 1996, Item 4(a),(2),(i) and (ii).
/s/ERNST & YOUNG LLP
<PAGE>
Ernst & Young LLP Suite 400 Phone 510 977 2900
2175 North California Blvd. Fax 510 977 2994
Walnut Creek
California 94596-3579
November 29, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of Form 8-K/A, Amendment No. 2 dated
November 29, 1995, of National Capital Management
Corporation and are in agreement with the statements
contained in paragraphs 4.(a)(1)(i),(ii),(iv) and the first
sentence of (v)(A) therein. We have no basis to agree or
disagree with other statements of the registrant contained
therein.
Regarding the registrant's statement concerning the lack of
internal control to prepare financial statements, included
in the first sentence of paragraph 4.(a)(1)(v)(A) on page 1
therein, we had considered such matter in determining the
nature, timing and extent of procedures performed in our
audit of the registrant's 1994 financial statements.
/s/ERNST & YOUNG LLP
